American Picture House Corp (APHP) CEO-linked family trust shifts share holdings

Rhea-AI Filing Summary

American Picture House Corp (APHP) insider reporting shows equity held through a family trust associated with CEO Bannor Michael MacGregor. On December 29, 2025, The Noah Morgan Private Family Trust disposed of several blocks of the company’s common stock, including 800,000 shares at $0.10 per share and additional blocks of 333,334 shares at $0.15 and 301,887 shares at $0.175 per share, as reflected in Table I. Footnotes state these dispositions were transfers by stock power from the trust to four recipients: DR & EB Fontecchio Revocable Living Trust, Chad Ryan, Naveen Ramineni, and Melke Pty Ltd. Following these transactions, total beneficial ownership attributed to Mr. MacGregor is reported as 21,731,503 shares, consisting of 21,636,048 shares held indirectly through the trust and 95,455 shares held directly in a personal brokerage account. The filing notes that the trust holds the shares of record and that Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MacGregor Bannor Michael

(Last) (First) (Middle)

13219 BOYCE MILL RD.

(Street)

DURHAM, NC 27703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Picture House Corp [ APHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/29/2025	12/29/2025	S		800,000	D	$0.1	22,604,603	I(1)	See Footnote(2)(3)(4)
Common Stock	12/29/2025	12/29/2025	S		333,334	D	$0.15	22,271,269	I(1)	See Footnote(2)(3)(4)
Common Stock	12/29/2025	12/29/2025	S		333,334	D	$0.15	21,937,935	I(1)	See Footnote(2)(3)(4)
Common Stock	12/29/2025	12/29/2025	S		301,887	D	$0.175	21,636,048	I(1)	See Footnote(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The securities reported herein are held of record by The Noah Morgan Private Family Trust. Effective 10/13/2023, pursuant to amendments to the Trust Agreement applicable solely to the Issuer's securities, the trustee has no discretionary voting power or dispositive power with respect to the Issuer's securities and acts solely in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor. Mr. MacGregor reports beneficial ownership solely to the extent he may be deemed to share voting and/or dispositive power with respect to such securities. Mr. MacGregor disclaims beneficial ownership except to the extent of any pecuniary interest, if any.

2. Mr. MacGregor is a Managing Manager of Hyperion Sprung Private Family Trust Management Company, LLC, which acts as trustee of The Noah Morgan Private Family Trust. The securities reported in Table I are held by The Noah Morgan Private Family Trust. Mr. MacGregor disclaims beneficial ownership of such securities except to the extent of any pecuniary interest, if any.

3. The reported dispositions reflect transfers by stock power from The Noah Morgan Private Family Trust to (i) DR & EB Fontecchio Revocable Living Tr (800,000), (ii) Chad Ryan (333,334), (iii) Naveen Ramineni (333,334), and (iv) Melke Pty Ltd (301,887).

4. In addition to the shares reflected in Column 5 of Table I as indirectly beneficially owned through The Noah Morgan Private Family Trust, the Reporting Person beneficially owns 95,455 shares of the Issuer's common stock held directly in a personal brokerage account. These shares were not acquired or disposed of in the transactions reported herein. Accordingly, following the transactions reported herein, the Reporting Person's total beneficial ownership of the Issuer's common stock is 21,731,503 shares (comprised of 21,636,048 shares held indirectly through the Trust and 95,455 shares held directly).

	/s/ Bannor Michael MacGregor	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did APHP report for Bannor Michael MacGregor on December 29, 2025?

The report shows that The Noah Morgan Private Family Trust, associated with CEO Bannor Michael MacGregor, disposed of multiple blocks of American Picture House Corp common stock on December 29, 2025, including 800,000 shares at $0.10, 333,334 shares at $0.15, another 333,334 shares at $0.15, and 301,887 shares at $0.175 per share.

Who actually holds the APHP shares reported in this Form 4 for Bannor Michael MacGregor?

The filing states that the securities reported in Table I are held of record by The Noah Morgan Private Family Trust, for which Hyperion Sprung Private Family Trust Management Company, LLC acts as trustee. Bannor Michael MacGregor reports beneficial ownership only to the extent he may be deemed to share voting or dispositive power and disclaims beneficial ownership except for any pecuniary interest.

To whom were the APHP shares transferred from The Noah Morgan Private Family Trust?

Footnotes explain that the reported dispositions were transfers by stock power from The Noah Morgan Private Family Trust to four recipients: DR & EB Fontecchio Revocable Living Trust (800,000 shares), Chad Ryan (333,334 shares), Naveen Ramineni (333,334 shares), and Melke Pty Ltd (301,887 shares).

What is Bannor Michael MacGregor’s total reported beneficial ownership of APHP after these transactions?

After the reported transactions, total beneficial ownership of American Picture House Corp common stock attributed to Bannor Michael MacGregor is 21,731,503 shares, consisting of 21,636,048 shares indirectly held through The Noah Morgan Private Family Trust and 95,455 shares held directly in a personal brokerage account.

Does Bannor Michael MacGregor directly own any APHP shares outside of the family trust?

Yes. In addition to the indirectly held shares through The Noah Morgan Private Family Trust, the filing states that Bannor Michael MacGregor beneficially owns 95,455 shares of American Picture House Corp common stock directly in a personal brokerage account, and these shares were not involved in the reported transactions.

What authority does the trustee have over APHP shares in The Noah Morgan Private Family Trust?

The filing explains that, effective October 13, 2023, amendments to the trust agreement provide that the trustee has no discretionary voting or dispositive power over the issuer’s securities and acts only in a directed, ministerial capacity upon the written direction of Bannor Michael MacGregor.